UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q

[X]	Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2005 or

[ ]	Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from               to


Commission File No. 0-13298

	DEAN WITTER CORNERSTONE FUND II

	(Exact name of registrant as specified in its charter)

          New York                                 13-3212871
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

Demeter Management Corporation
330 Madison Avenue, 8th Floor
New York, NY 						             10017
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (212) 905-2700






(Former name, former address, and former fiscal year, if changed
since last report)


Indicate by check-mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes    X        No


Indicate by check-mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).

Yes             No     X


<page> <table>	DEAN WITTER CORNERSTONE FUND II

	INDEX TO QUARTERLY REPORT ON FORM 10-Q

	June 30, 2005


<caption>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

				<c>
		Statements of Financial Condition as of June 30, 2005
		(Unaudited) and December 31, 2004 ........................ 2

		Statements of Operations for the Three and Six Months
		Ended June 30, 2005 and 2004 (Unaudited).................. 3

		Statements of Changes in Partners? Capital for the
		Six Months Ended June 30, 2005 and 2004 	(Unaudited)........4

		Statements of Cash Flows for the Six Months Ended
		June 30, 2005 and 2004 (Unaudited).........................5

		Notes to Financial Statements (Unaudited) ............. 6-11

Item 2.	Management?s Discussion and Analysis of
			Financial Condition and Results of Operations ..... 12-25

Item 3.	Quantitative and Qualitative Disclosures about
			Market Risk ....................................... 26?38

Item 4.	Controls and Procedures ............................38-39


PART II. OTHER INFORMATION

Item 5.	Other Information .....................................40

Item 6.	Exhibits............................................40?42



</table>


<page> <table> PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF FINANCIAL CONDITION
<caption>
	June 30,	December 31,
	        2005        	        2004
	$	$
	(Unaudited)
ASSETS

	<c>	<c>
Equity in futures interests trading accounts:
	Cash	13,095,238	16,679,277

	Net unrealized gain on open contracts (MS&Co.)	1,007,764      	  2,020,502
	Net unrealized loss on open contracts (MSIL)	     (134,626)	        (9,769)

	     Total net unrealized gain on open contracts	       873,138	    2,010,733

	     Total Trading Equity	13,968,376	18,690,010

Due from Morgan Stanley DW	54,418	62,388
Interest receivable (Morgan Stanley DW)	         28,132               	        27,129

	     Total Assets	  14,050,926	 18,779,527

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

Redemptions payable	127,203	57,887
Accrued management fees	40,894	         54,665
Accrued administrative expenses	         29,970	         37,292

   	    Total Liabilities	       198,067	       149,844

Partners? Capital

Limited Partners (3,617.634 and
    3,898.182 Units, respectively)	13,478,178	18,161,153
General Partner (100.567 Units)	          374,681	        468,530

	     Total Partners? Capital	   13,852,859	   18,629,683

	     Total Liabilities and Partners? Capital	   14,050,926	    18,779,527


NET ASSET VALUE PER UNIT	       3,725.69	                            4,658.88
<fn>

	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table>	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF OPERATIONS
(Unaudited)

<caption>


                      For the Three Months	                              For the Six Months
  	           Ended June 30,     	                           Ended June 30,


                       	        2004    	       2005   	    2004
                                                                                          $	               $		           $	 	 $

	     <c>	<c>			<c>			<c>
INVESTMENT INCOME
	Interest income (Morgan Stanley DW)	   81,066		        42,680 		   163,483		            85,177

EXPENSES
	Brokerage commissions (Morgan Stanley DW)	202,047	276,697	445,753		582,958
	Management fees	122,392      	    165,198	260,957 		   362,967
	Transaction fees and costs	14,928	23,196	30,627		45,802
	Common administrative expenses	    10,000	        15,000    	     20,000		        27,000

		   Total Expenses 	   349,367	      480,091		   757,337	     1,018,727

NET INVESTMENT LOSS 	   (268,301)	     (437,411)	  (593,854)		     (933,550)

TRADING RESULTS
Trading profit (loss):
	Realized	(522,534) 	(2,566,453)	(1,980,111)		(821,856)
	Net change in unrealized	      54,082	   (1,054,469) 	 (1,137,595)		      (2,307,074)

	           Total Trading Results	   (468,452)	   (3,620,922)	   (3,117,706)		  (3,128,930)

NET LOSS	    (736,753)	  (4,058,333)	   (3,711,560)		    (4,062,480)

NET LOSS ALLOCATION

	Limited Partners	(717,964)	  (3,963,446)	(3,617,711)		(3,967,179)
	General Partner 	                      (18,789)	(94,887)	(93,849)		(95,301)


NET LOSS PER UNIT

	Limited Partners                                                	(186.83)             (943.52)	(933.19)	(947.64)
	General Partner                                                 	(186.83)             (943.52)	(933.19)	(947.64)



<fn>

	The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF CHANGES IN PARTNERS? CAPITAL
	For the Six Months Ended June 30, 2005 and 2004
	(Unaudited)


<caption>


			                                                         Units of
			                                                      Partnership	 Limited	     General
			                                                         Interest    	     Partners   	          Partner    	     Total
					$	      $	 $

			<c>	<c>	<c>	<c>
Partners? Capital,
   December 31, 2003	4,426.356	21,548,446	500,963	22,049,409

Net Loss	?	(3,967,179)	(95,301)	(4,062,480)

Redemptions	    (187.356)	   (887,881)	      ?  	   (887,881)

Partners? Capital,
   June 30, 2004	  4,239.000	 16,693,386	  405,662	 17,099,048





Partners? Capital,
   December 31, 2004	3,998.749	18,161,153	468,530	18,629,683

Net Loss	? 	(3,617,711)	(93,849)	(3,711,560)

Redemptions	    (280.548)	   (1,065,264)	      ?  	 (1,065,264)

Partners? Capital,
   June 30, 2005	  3,718.201	 13,478,178	  374,681	 13,852,859





<fn>








The accompanying notes are an integral part
	of these financial statements.
</table>
<page> <table> 	DEAN WITTER CORNERSTONE FUND II
	STATEMENTS OF CASH FLOWS
(Unaudited)

<caption>
				   For the Six Months Ended June 30,

				            2005      	      2004
				     $	$


			<c>	<c>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss		(3,711,560)	(4,062,480)
Noncash item included in net loss:
	Net change in unrealized	1,137,595	2,307,074

(Increase) decrease in operating assets:
	Due from Morgan Stanley DW	7,970	(24,998)
	Interest receivable (Morgan Stanley DW)	(1,003)	(2,439)
	Prepaid incentive fee	  ?  	(2,250)

Increase (decrease) in operating liabilities:
	Accrued management fees	(13,771)	9,635
	Accrued administrative expenses	           (7,322)       	       (14,497)

Net cash used for operating activities	    (2,588,091)	   (1,789,955)


CASH FLOWS FROM FINANCING ACTIVITIES

Cash paid from redemptions of Units	      (995,948)	      (891,001)

Net cash used for financing activities	      (995,948)	      (891,001)

Net decrease in cash	(3,584,039)	(2,680,956)

Balance at beginning of period	   16,679,277	   20,927,464

Balance at end of period	   13,095,238	   18,246,508

<fn>






	The accompanying notes are an integral part
	of these financial statements.

</table>


<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(Unaudited)

The unaudited financial statements contained herein include, in the
opinion of management, all adjustments necessary for a fair
presentation of the results of operations and financial condition
of Dean Witter Cornerstone Fund II (the ?Partnership?).  The
financial statements and condensed notes herein should be read in
conjunction with the Partnership's December 31, 2004 Annual Report
on Form 10-K.  Certain reclassifications have been made to the
prior year?s financial statements to conform to the current year
presentation.  Such reclassifications have no impact on the
Partnership?s reported net income (loss).

1.  Organization
Dean Witter Cornerstone Fund II is a New York limited partnership
organized in 1983 to engage in the speculative trading of futures
contracts, options on futures contracts, and forward contracts on
foreign currencies and other commodity interests.  The Partnership
is one of the Dean Witter Cornerstone Funds, comprised of the
Partnership, Dean Witter Cornerstone Fund III, and Dean Witter
Cornerstone Fund IV.



<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership?s general partner is Demeter Management
Corporation (?Demeter?). The non-clearing commodity broker is

Morgan Stanley DW Inc. (?Morgan Stanley DW?).  The clearing
commodity brokers are Morgan Stanley & Co. Incorporated (?MS &
 Co.?) and Morgan Stanley & Co. International Limited
(?MSIL?).  Demeter, Morgan Stanley DW, MS & Co., and MSIL are
wholly-owned subsidiaries of Morgan Stanley.  The trading
managers to the Partnership are Northfield Trading L.P. and John
W. Henry & Company, Inc. (individually, a ?Trading Manager?, or
collectively, the ?Trading Managers?).

2.  Related Party Transactions
The Partnership's cash is on deposit with Morgan Stanley DW, MS &
Co., and MSIL in futures, forwards, and options trading accounts to
meet margin requirements as needed.  Monthly, Morgan Stanley DW
pays the Partnership interest income equal to 80% of its average
daily Net Assets at a rate equal to the average yield on 13-week
U.S. Treasury bills. The Partnership pays brokerage commissions to
Morgan Stanley DW.


3.  Financial Instruments
The Partnership trades futures contracts, options on futures
contracts, and forward contracts on foreign currencies and other
<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

commodity interests.  Futures and forwards represent contracts for
delayed delivery of an instrument at a specified date and price.
Risk arises from changes in the value of these contracts and the
potential inability of counterparties to perform under the terms of
the contracts.  There are numerous factors which may significantly
influence the market value of these contracts, including interest
rate volatility.

The market value of exchange-traded contracts is based on the
settlement price quoted by the exchange on the day with respect
to which market value is being determined.  If an exchange-traded
contract could not have been liquidated on such day due to the
operation of daily limits or other rules of the exchange, the
settlement price shall be the settlement price on the first
subsequent day on which the contract could be liquidated.  The
market value of off-exchange-traded contracts is based on the
fair market value quoted by the counterparty.

The Partnership?s contracts are accounted for on a trade-date
basis and marked to market on a daily basis.  The Partnership
accounts for its derivative investments in accordance with the
provisions of Statement of Financial Accounting Standards No.
133, ?Accounting for Derivative Instruments and Hedging
Activities? (?SFAS No. 133?).  SFAS No. 133 defines a
derivative
<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

as a financial instrument or other contract that has all three of
the following characteristics:

1)	One or more underlying notional amounts or payment
provisions;
2)	Requires no initial net investment or a smaller initial net
investment than would be required relative to changes in
market factors;
3)	Terms require or permit net settlement.

Generally, derivatives include futures, forward, swaps or options
contracts, and other financial instruments with similar
characteristics such as caps, floors, and collars.

The net unrealized gains on open contracts, reported as a component
of ?Equity in futures interests trading accounts? on the
Statements of Financial Condition, and their longest contract
maturities were as follows:
                       Net Unrealized Gains
                         On Open Contracts                Longest Maturities

                Exchange-  Off-Exchange-             Exchange-  Off-Exchange-
Date             Traded      Traded        Total      Traded       Traded
                   $            $            $

Jun. 30, 2005	74,321	798,817	873,138	Dec. 2006	Sep. 2005
Dec. 31, 2004	622,026	1,388,707	2,010,733	Dec. 2005	Mar. 2005


<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership has credit risk associated with counterparty non-
performance.  The credit risk associated with the instruments in
which the Partnership trades is limited to the amounts reflected in
the Partnership's Statements of Financial Condition.






<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership also has credit risk because Morgan Stanley DW, MS
& Co., and MSIL act as the futures commission merchants or the
counterparties, with respect to most of the Partnership?s assets.
Exchange-traded futures, forward, and futures-styled options
contracts are marked to market on a daily basis, with variations
in value settled on a daily basis. Morgan Stanley DW, MS & Co., and
MSIL, each as a futures commission merchant for the Partnership?s
exchange-traded futures, forward, and futures-styled options
contracts, are required, pursuant to regulations of the Commodity
Futures Trading Commission (?CFTC?), to segregate from their own
assets, and for the sole benefit of their commodity customers, all
funds held by them with respect to exchange-traded futures,
forward, and futures-styled options contracts, including an amount
equal to the net unrealized gains (losses) on all open futures,
forward, and futures-styled options contracts, which funds, in the
aggregate, totaled $13,169,559 and $17,301,303 at June 30, 2005 and
December 31, 2004, respectively. With respect to the Partnership?s
off-exchange-traded forward currency contracts, there are no
daily exchange-required settlements of









<page> DEAN WITTER CORNERSTONE FUND II
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

variation in value, nor is there any requirement that an amount
equal to the net unrealized gains (losses) on open forward
contracts be segregated.  However, the Partnership is required to
meet margin requirements equal to the net unrealized loss on open
contracts in the Partnership accounts with the counterparty,
which is accomplished by daily maintenance of the cash balance in
a custody account held at Morgan Stanley DW for the benefit of MS
& Co. With respect to those off-exchange-traded forward currency
contracts, the Partnership is at risk to the ability of MS & Co.,
the sole counterparty on all such contracts, to perform. The
Partnership has a netting agreement with MS & Co. This agreement,
which seeks to reduce both the Partnership?s and MS & Co.?s
exposure on off-exchange-traded forward currency contracts, should
materially decrease the Partnership?s credit risk in the event of
MS & Co.?s bankruptcy or insolvency.









<page> Item 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

Liquidity.  The Partnership deposits its assets with Morgan Stanley
DW as non-clearing broker and MS & Co. and MSIL as clearing brokers
in separate futures, forwards, and options trading accounts
established for each Trading Manager.  Such assets are used as
margin to engage in trading and may be used as margin solely for
the Partnership?s trading. The assets are held in either non-
interest bearing bank accounts or in securities and instruments
permitted by the CFTC for investment of customer segregated or
secured funds.  Since the Partnership?s sole purpose is to trade in
futures, forwards, and options, it is expected that the Partnership
will continue to own such liquid assets for margin purposes.

The Partnership?s investment in futures, forwards, and options may,
from time to time, be illiquid.  Most U.S. futures exchanges limit
fluctuations in prices during a single day by regulations referred
to as ?daily price fluctuations limits? or ?daily limits?.
Trades may not be executed at prices beyond the daily limit.  If
the price for a particular futures or options contract has
increased or decreased by an amount equal to the daily limit,
positions in that futures or options contract can neither be taken
nor liquidated unless traders are willing to effect trades at or
within the limit.  Futures prices have occasionally moved the daily
limit for several consecutive days with little or no trading.
These market conditions could prevent the Partnership <page> from
promptly liquidating its futures or options contracts and result in
restrictions on redemptions.

There is no limitation on daily price moves in trading forward
contracts on foreign currencies.  The markets for some world
currencies have low trading volume and are illiquid, which may
prevent the Partnership from trading in potentially profitable
markets or prevent the Partnership from promptly liquidating
unfavorable positions in such markets, subjecting it to substantial
losses.  Either of these market conditions could result in
restrictions on redemptions.  For the periods covered by this
report, illiquidity has not materially affected the Partnership?s
assets.

There are no known material trends, demands, commitments, events,
or uncertainties at the present time that are reasonably likely to
result in the Partnership?s liquidity increasing or decreasing in
any material way.

Capital Resources.  The Partnership does not have, nor expects to
have, any capital assets.  Redemptions of units of limited
partnership interest (?Unit(s)?) in the future will affect the
amount of funds available for investments in futures, forwards, and
options in subsequent periods. It is not possible to estimate the
amount, and therefore the impact, of future outflows of Units.

<page> There are no known material trends, favorable or
unfavorable, that would affect, nor any expected material changes
to, the Partnership?s capital resource arrangements at the present
time.

Off-Balance Sheet Arrangements and Contractual Obligations.  The
Partnership does not have any off-balance sheet arrangements, nor
does it have contractual obligations or commercial commitments to
make future payments that would affect its liquidity or capital
resources.

Results of Operations
General.  The Partnership?s results depend on the Trading Managers
and the ability of each Trading Manager?s trading program(s) to
take advantage of price movements in the futures, forwards, and
options markets.  The following presents a summary of the
Partnership?s operations for the three and six month periods ended
June 30, 2005 and 2004, and a general discussion of its trading
activities during each period.  It is important to note, however,
that the Trading Managers trade in various markets at different
times and that prior activity in a particular market does not mean
that such market will be actively traded by the Trading Managers or
will be profitable in the future. Consequently, the results of
operations of the Partnership are difficult to discuss other than
in the context of the Trading Managers? trading activities on
behalf of the Partnership during the period in question. Past
performance is no guarantee of future results.
<page> The Partnership?s results of operations set forth in the
financial statements on pages 2 through 11 of this report are
prepared in accordance with accounting principles generally
accepted in the United States of America, which require the use of
certain accounting policies that affect the amounts reported in
these financial statements, including the following:  The contracts
the Partnership trades are accounted for on a trade-date basis and
marked to market on a daily basis.  The difference between their
cost and market value is recorded on the Statements of Operations
as ?Net change in unrealized trading profit (loss)? for open
(unrealized) contracts, and recorded as ?Realized trading profit
(loss)? when open positions are closed out.  The sum of these
amounts constitutes the Partnership?s trading results.  The market
value of a futures contract is the settlement price on the exchange
on which that futures contract is traded on a particular day. The
value of foreign currency forward contracts is based on the spot
rate as of the close of business.  Interest income, as well as
management fees, incentive fees, and brokerage commissions expenses
of the Partnership are recorded on an accrual basis.

Demeter believes that, based on the nature of the operations of
the Partnership, no assumptions relating to the application of
critical accounting policies other than those presently used
could reasonably affect reported amounts.



<page> For the Three and Six Months Ended June 30, 2005
The Partnership recorded total trading results including interest
income totaling $(387,386) and expenses totaling $349,367,
resulting in a net loss of $736,753 for the three months ended June
30, 2005.  The Partnership?s net asset value per Unit decreased
from $3,912.52 at March 31, 2005 to $3,725.69 at June 30, 2005.

The most significant trading losses of approximately 10.3% were
recorded in the energy sector primarily during April and June.
During April, long futures positions in crude oil and its related
products resulted in losses as prices reversed sharply lower
after U.S. government data pointed to greater refinery
production, slower demand growth forecasts, and news of growing
supplies.  Elsewhere in the energy markets, losses resulted from
long natural gas positions as prices declined with crude oil
prices.  During June, losses were recorded from positions in
natural gas, crude oil, and its related products as short futures
positions held early in the month resulted in losses as prices
strengthened on supply-related concerns.  Later in June, long
crude oil futures positions experienced losses after prices
declined amid reports of slowing demand from China and reduced
concerns for U.S. supply disruptions.  News of negligible
production interruptions from the Gulf of Mexico caused natural
gas prices to rise, thus resulting in losses for short positions.
Additional losses of approximately 2.9% were incurred in the
metals markets during April and May from long futures positions
<page> in base and precious metals as prices fell due to news of
increased supply, fears of weak demand due to slower economic
growth, and strength in the U.S. dollar.  Losses during June
resulted from long futures positions in base metals, such as
copper and nickel, as prices weakened in response to rumors of
reduced demand from China.  Short futures positions in precious
metals also incurred losses after prices reversed higher at mid-
month as demand increased in response to temporary U.S. dollar
weakness.  In the global stock indices, losses of approximately
2.1% were recorded primarily during April from long positions in
Pacific Rim and European stock index futures as prices declined
amid concerns for global economic growth and higher oil prices.
Losses of approximately 1.9% experienced in the agricultural
markets stemmed primarily from positions in corn.  During April,
long futures positions in corn experienced losses after prices
fell amid favorable weather in U.S. growing regions.  Losses
incurred during May stemmed from short positions after corn
prices increased due to weather-related concerns.  Losses were
also recorded during June from long futures positions in corn as
prices dropped amid expectations of greater crop yields.  A
portion of the Partnership?s overall losses for the quarter was
offset by gains of approximately 10.1% in the currency markets
achieved primarily during May and June from short positions in
the euro, Japanese yen, and Swiss franc versus the U.S. dollar as
the U.S. dollar?s value increased after China downplayed rumors
of a move toward a flexible exchange rate.  Later in the month,
the euro?s value declined further on weaker-than-expected French
<page> economic news, while below-consensus Japanese economic
data pushed the yen?s value lower.  Gains were also experienced
during May from long positions in the Mexican peso and Brazilian
real versus the U.S. dollar as the values of these currencies
moved higher after Mexico?s Central Bank representatives declined
to change Mexico?s monetary policy and Brazil?s Minister of
Finance reported increased foreign investment in Brazil.  Short
positions in the euro, as well as the Japanese yen, benefited
during June as euro weakness resulted from market pessimism for
the future of Europe?s integration while weakness in the yen,
stemmed from data indicating economic weakness.  Additional gains
of approximately 3.3% were recorded in the global interest rate
markets primarily during May from long positions in European
interest rate futures as fixed income prices trended higher amid
greater demand for safe-haven investments due to uncertainty
regarding significant hedge fund trading losses, European Central
Bank rejections for increases in European interest rates, and
concerns for Europe?s integration process.

The Partnership recorded total trading results including interest
income totaling $(2,954,223) and expenses totaling $757,337,
resulting in a net loss of $3,711,560 for the six months ended June
30, 2005.  The Partnership?s net asset value per Unit decreased
from $4,658.88 at December 31, 2004 to $3,725.69       at June 30,
2005.

<page> The most significant trading losses of approximately 8.9%
were experienced in the currency markets primarily during the
first quarter.  During January, long positions in a variety of
foreign currencies, primarily the South African rand, Swiss
franc, euro, and Singapore dollar, recorded losses after the U.S.
dollar?s value reversed higher amid positive U.S. economic data
and speculation for higher U.S. interest rates.  During February,
long positions in the Singapore dollar against the U.S. dollar
experienced losses as the U.S. dollar?s value rose in response to
positive sentiment for the Bush Administration?s budget proposal.
Relaxed speculation that China would revalue its currency
following the Group of Seven (?G-7?) countries meetings also
boosted the U.S. dollar.  The G-7 countries consist of France,
the U.S., Britain, Germany, Japan, Italy and Canada.  Additional
losses were recorded from newly-established short positions in
the Singapore dollar, as well as from existing short positions in
the South African rand, Swiss franc, and euro, against the U.S.
dollar as the U.S. dollar weakened due to U.S. Current-Account
deficit concerns.  In early March, short European currency
positions resulted in losses as their values moved higher amid a
sharp rise in German industrial production.  Additional losses
were recorded from newly-established long euro positions, as well
as from existing long positions in the British pound and the
Singapore dollar, versus the U.S. dollar after the value of the
U.S. dollar reversed sharply higher amid an increase in U.S.
interest rates and consumer prices.  Additional Partnership
losses of approximately 6.6% established in the energy markets
<page> occurred during January, April, and June.  During January,
short futures positions in crude oil incurred losses after prices
increased amid speculation that OPEC would move to cut
production.  Forecasts for cold winter weather in the
Northeastern U.S. resulted in further losses.  Newly-established
long futures positions in crude oil experienced additional losses
after prices declined later during January on new rumors that
OPEC would not cut production, thereby increasing global supply.
Long futures positions in crude oil and its related products
continued to incur losses during April as prices reversed sharply
lower amid rising supplies and slower demand.  Additional losses
within the energy markets resulted from long natural gas
positions as prices declined with crude oil prices.  During June,
losses were recorded from futures positions in natural gas, crude
oil, and its related products as prices remained volatile due to
concerns regarding supply and demand.  Losses of approximately
4.2% resulted in the metals markets throughout the first and
second quarters from positions in both precious and base metals
as prices in the markets experienced choppiness amid volatility
in the value of the U.S. dollar and a negative outlook in demand.
Losses of approximately 1.6% incurred in the global stock indices
resulted primarily during April from long positions in Pacific
Rim and European stock index futures as equity prices declined
amid concerns for global economic growth and higher oil prices.
Losses of approximately 1.5% were recorded in the agricultural
markets during the second quarter from positions in corn futures.
During April, long futures positions in corn experienced losses
<page> after prices fell amid favorable weather in U.S. growing
regions. Losses incurred during May stemmed from short futures
positions in corn and long futures positions in cotton after corn
prices increased due to weather-related concerns.  Losses were
also recorded during June from long futures positions in corn and
cocoa after corn prices dropped amid expectations of greater crop
yields.  A portion of the Partnership?s overall losses was offset
by gains of approximately 0.5% achieved in the global interest
rate markets, largely during May, from long positions in European
interest rate futures as fixed income prices increased amid
greater demand for safe-haven investments amid uncertainty
regarding hedge fund trading, European Central Bank rejections
for increases in interest rates, and concerns for Europe?s
integration process.

For the Three and Six Months Ended June 30, 2004
The Partnership recorded total trading results including interest
income totaling $(3,578,242) and expenses totaling $480,091,
resulting in a net loss of $4,058,333 for the three months ended
June 30, 2004.  The Partnership?s net asset value per Unit
decreased from $4,977.27 at March 31, 2004 to $4,033.75 at June
30, 2004.

The most significant trading losses of approximately 11.1% were
incurred in the currency markets from positions in the Japanese
yen, Singapore dollar, and European currencies versus the U.S.
dollar.  Speculation for increases in U.S. interest rates and the
<page> release of mixed U.S. economic data caused erratic trading
patterns in the value of the U.S. dollar.  Better-than-
anticipated improvements in Japanese economic data encouraged
speculation for an increase in Japanese interest rates and caused
choppy trading in the yen also. Finally, positions in the South
African rand versus the U.S. dollar also contributed losses as
long positions were hurt during April as the dollar moved higher
in response to rising interest rate outlooks.  During May, short
rand positions suffered losses as the rand?s value benefited from
strengthening gold prices.  Losses of approximately 4.0% were
recorded in the global interest rates markets, primarily during
June, from positions in Japanese interest rate futures.  Long
positions experienced losses as prices first decreased amid
anticipation that the Bank of Japan would raise interest rates
during June.  Later in the month, additional losses were recorded
from newly-established short positions as prices rose following
the Japanese Central Bank?s decision to leave their interest rate
policy unchanged.  Long European and Australian interest rate
futures positions also incurred losses as fixed income prices
tumbled following the release of stronger-than-expected U.S. jobs
data during early April.  Further Partnership losses of
approximately 3.9% were experienced in the global stock indices.
During May, long positions in Japanese and European equity index
futures resulted in losses as equity prices declined in response
to geopolitical concerns and expanding energy prices.  Newly-
established short positions in these markets, as well as in U.S.
stock indices, experienced additional losses as prices rebounded
<page> later in May.  During June, losses from short positions in
Japanese stock indices were incurred as prices strengthened on
renewed investor sentiment regarding the Japanese economic
recovery.  Short positions in European stock indices followed as
prices benefited from the release of positive economic data.  In
the metals markets, losses of approximately 3.2% were experienced
from positions in both precious and base metals.  During April,
prices weakened from a stronger U.S. dollar and a decline in
Asian demand.  During May, short futures positions in copper,
nickel and gold accounted for the majority of sector losses.

The Partnership recorded total trading results including interest
income totaling $(3,043,753) and expenses totaling $1,018,727,
resulting in a net loss of $4,062,480 for the six months ended
June 30, 2004.  The Partnership?s net asset value per Unit
decreased from $4,981.39 at December 31, 2003 to $4,033.75 at
June 30, 2004.

The most significant trading losses of approximately 19.8% were
incurred in the currency markets from short positions in the
Japanese yen, South African rand, and euro versus the U.S.
dollar.  Short Japanese yen positions experienced losses during
March as the yen reversed higher due to speculation that the Bank
of Japan was relaxing its efforts to weaken the yen.  Short euro
positions suffered losses also during March as expectations for
an interest rate reduction by the European Central Bank <page>
dissipated.  During February, short positions in the South
African rand produced losses as the value of the rand reversed
upwards following the release of positive South African economic
data.  During April, May, and June, losses stemmed from positions
in the Japanese yen, Singapore dollar, and European currencies
versus the U.S. dollar. Speculation for increases in U.S.
interest rates and the release of mixed U.S. economic data caused
erratic trading patterns in the value of the dollar.  Additional
losses of approximately 3.6% stemmed from the global stock index
markets.  During May, long positions in Japanese and European
equity index futures resulted in losses as equity prices declined
in response to geopolitical concerns and expanding energy prices.
Newly-established short positions in these markets, as well as in
U.S. stock indices, experienced additional losses as prices
rebounded later in May.  During June, losses from short positions
in Japanese stock indices were incurred as prices strengthened on
renewed investor sentiment regarding the Japanese economic
recovery.  Short positions in European stock indices followed as
prices benefited from the release of positive economic data.
Additional losses of approximately 0.9% were incurred from the
global interest rate markets, primarily during June, from
positions in Japanese interest rate futures.  Long positions
experienced losses as prices first decreased amid anticipation
that the Bank of Japan would raise interest rates.  Later in the
month, additional losses were recorded from newly-established
short positions as prices rose following the Japanese Central
Bank?s decision to leave their interest rate policy unchanged.
<page> Losses in the metals markets of approximately 0.8%
resulted from positions in both precious and base metals.  During
April, industrial metals prices profited from a weaker U.S.
dollar and strong Asian demand.  Gold prices also increased as
investor interest was reignited by a weaker U.S. dollar and fears
of potential terrorist attacks.  During May, short futures
positions in copper, nickel, and gold accounted for the majority
of sector losses.  A portion of the Partnership?s overall losses
for the first six months of the year was offset by gains of
approximately 5.5% recorded in the energy markets, primarily
during February, April, and May, from long futures positions in
crude oil and its related products as low market supply, falling
inventory levels, production cut announcements from OPEC, and
fears of potential terrorist activity in Saudi Arabia pushed
prices higher.  In the agricultural markets, gains of
approximately 1.4% were generated from long futures positions in
corn, soybeans, and soybean related products.  Growing U.S.
exports and heightened demand from Asia pushed prices for these
commodities higher during the first quarter.  During April, short
futures positions in cotton gained as prices trended lower due to
news of a decrease in demand from China and a landmark decision
by the World Trade Organization that denounced U.S. and European
cotton subsidies.  Long futures positions in live cattle
supplemented sector gains as inflationary concerns lifted
agricultural commodity prices higher.
<page> Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Introduction
The Partnership is a commodity pool engaged primarily in the
speculative trading of futures, forwards, and options.  The market-
sensitive instruments held by the Partnership are acquired for
speculative trading purposes only and, as a result, all or
substantially all of the Partnership?s assets are at risk of
trading loss.  Unlike an operating company, the risk of market-
sensitive instruments is inherent to the primary business activity
of the Partnership.

The futures, forwards, and options traded by the Partnership
involve varying degrees of related market risk.  Market risk is
often dependent upon changes in the level or volatility of
interest rates, exchange rates, and prices of financial
instruments and commodities, factors that result in frequent
changes in the fair value of the Partnership?s open positions,
and consequently in its earnings, whether realized or unrealized,
and cash flow.  Gains and losses on open positions of exchange-
traded futures, forwards, and options are settled daily through
variation margin.  Gains and losses on off-exchange-traded
forward currency contracts are settled upon termination of the
contract, however, the Partnership is required to meet margin
requirements equal to the net unrealized loss on open contracts
in the Partnership accounts with the counterparty, which is
accomplished by daily maintenance of the cash balance in a <page>
custody account held at Morgan Stanley DW for the benefit of MS &
Co.

The Partnership?s total market risk may increase or decrease as
it is influenced by a wide variety of factors, including, but not
limited to, the diversification among the Partnership?s open
positions, the volatility present within the markets, and the
liquidity of the markets.

The face value of the market sector instruments held by the
Partnership is typically many times the applicable margin
requirements.  Margin requirements generally range between 2% and
15% of contract face value.  Additionally, the use of leverage
causes the face value of the market sector instruments held by
the Partnership to typically be many times the total
capitalization of the Partnership.

The Partnership?s past performance is no guarantee of its future
results.  Any attempt to numerically quantify the Partnership?s
market risk is limited by the uncertainty of its speculative
trading.  The Partnership?s speculative trading and use of
leverage may cause future losses and volatility (i.e., ?risk of
ruin?) that far exceed the Partnership?s experience to date
under the ?Partnership?s Value at Risk in Different Market
Sectors? section and significantly exceed the Value at Risk
(?VaR?) tables disclosed.

<page> Limited partners will not be liable for losses exceeding
the current net asset value of their investment.

Quantifying the Partnership?s Trading Value at Risk
The following quantitative disclosures regarding the Partnership?s
market risk exposures contain ?forward-looking statements? within
the meaning of the safe harbor from civil liability provided for
such statements by the Private Securities Litigation Reform Act of
1995 (set forth in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934).  All
quantitative disclosures in this section are deemed to be forward-
looking statements for purposes of the safe harbor, except for
statements of historical fact.

The Partnership accounts for open positions on the basis of mark
to market accounting principles.  Any loss in the market value of
the Partnership?s open positions is directly reflected in the
Partnership?s earnings and cash flow.

The Partnership?s risk exposure in the market sectors traded by the
Trading Managers is estimated below in terms of VaR. The
Partnership estimates VaR using a model based upon historical
simulation (with a confidence level of 99%) which involves
constructing a distribution of hypothetical daily changes in the
value of a trading portfolio.  The VaR model takes into account
linear exposures to risk including equity and commodity prices,
interest rates, foreign exchange rates, and correlation among
<page> these variables. The hypothetical changes in portfolio value
are based on daily percentage changes observed in key market
indices or other market factors (?market risk factors?) to which
the portfolio is sensitive.  The one-day 99% confidence level of
the Partnership?s VaR corresponds to the negative change in
portfolio value that, based on observed market risk factors, would
have been exceeded once in 100 trading days, or one day in 100.
VaR typically does not represent the worst case outcome.   Demeter
uses approximately four years of daily market data (1,000
observations) and revalues its portfolio (using delta-gamma
approximations) for each of the historical market moves that
occurred over this time period.  This generates a probability
distribution of daily ?simulated profit and loss? outcomes.
The VaR is the appropriate percentile of this distribution.  For
example, the 99% one-day VaR would represent the 10th worst
outcome from Demeter?s simulated profit and loss series.

The Partnership?s VaR computations are based on the risk
representation of the underlying benchmark for each instrument or
contract and do not distinguish between exchange and non-exchange
dealer-based instruments. They are also not based on exchange
and/or dealer-based maintenance margin requirements.

VaR models, including the Partnership?s, are continually evolving
as trading portfolios become more diverse and modeling techniques
and systems capabilities improve.  Please note that the VaR model
is used to numerically quantify market risk for historic <page>
reporting purposes only and is not utilized by either Demeter or
the Trading Managers in their daily risk management activities.
Please further note that VaR as described above may not be
comparable to similarly titled measures used by other entities.

The Partnership?s Value at Risk in Different Market Sectors
The following table indicates the VaR associated with the
Partnership?s open positions as a percentage of total Net Assets
by primary market risk category at June 30, 2005 and 2004.  At
June 30, 2005 and 2004, the Partnership?s total capitalization
was approximately $14 million and $17 million, respectively.

Primary Market		        June 30, 2005         June 30, 2004
Risk Category       	   Value at Risk         Value at Risk

Currency                      (3.31)%                (1.80)%
Interest Rate                 (1.15)     	            (0.90)
Equity                        (1.15)            	     (0.73)
Commodity                     (2.58)           	      (2.14)
Aggregate Value at Risk       (4.49)%                (3.01)%

The VaR for a market category represents the one-day downside
risk for the aggregate exposures associated with this market
category.  The Aggregate Value at Risk listed above represents
the VaR of the Partnership?s open positions across all the market
categories, and is less than the sum of the VaRs for all such
market categories due to the diversification benefit across asset
classes.
<page> Because the business of the Partnership is the speculative
trading of futures, forwards, and options, the composition of its
trading portfolio can change significantly over any given time
period, or even within a single trading day, which could
positively or negatively materially impact market risk as
measured by VaR.

The table below supplements the quarter-end VaR set forth above
by presenting the Partnership?s high, low, and average VaR, as a
percentage of total Net Assets for the four quarter-end reporting
periods from July 1, 2004 through June 30, 2005.

Primary Market Risk Category	High	   Low	     Average
Currency	(3.31)%	(1.28)%	(2.66)%

Interest Rate	(1.58)	(0.89)	(1.15)

Equity	(1.15)	(0.95)	(1.04)

Commodity	(4.71)	(1.62)	(3.27)

Aggregate Value at Risk	(5.74)%	(3.85)%	(4.71)%


Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio?s aggregate market risk
exposure, incorporating a range of varied market risks; reflect
risk reduction due to portfolio diversification or hedging
activities; and can cover a wide range of portfolio assets.
However, VaR risk measures should be viewed in light of the
methodology?s limitations, which include, but may not be limited to
the following:
<page>
*	past changes in market risk factors will not always result in
accurate predictions of the distributions and correlations of
future market movements;
*	changes in portfolio value caused by market movements may differ
from those of the VaR model;
*	VaR results reflect past market fluctuations applied to current
trading positions while future risk depends on future positions;
*	VaR using a one-day time horizon does not fully capture the
market risk of positions that cannot be liquidated or hedged
within one day; and
*	the historical market risk factor data used for VaR estimation
may provide only limited insight into losses that could be
incurred under certain unusual market movements.

In addition, the VaR tables above, as well as the past performance
of the Partnership, give no indication of the Partnership?s
potential ?risk of ruin?.

The VaR tables provided present the results of the Partnership?s
VaR for each of the Partnership?s market risk exposures and on an
aggregate basis at June 30, 2005, and for the four quarter-end
reporting periods from July 1, 2004 through June 30, 2005.  VaR is
not necessarily representative of the Partnership?s historic risk,
nor should it be used to predict the Partnership?s future <page>
financial performance or its ability to manage or monitor risk.
There can be no assurance that the Partnership?s actual losses on a
particular day will not exceed the VaR amounts indicated above or
that such losses will not occur more than once in 100 trading days.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash
balances.  These balances and any market risk they may represent
are immaterial.

The Partnership also maintains a substantial portion
(approximately 88% as of June 30, 2005) of its available assets
in cash at Morgan Stanley DW. A decline in short-term interest
rates would result in a decline in the Partnership?s cash
management income. This cash flow risk is not considered to be
material.

Materiality, as used throughout this section, is based on an
assessment of reasonably possible market movements and any
associated potential losses, taking into account the leverage,
optionality and multiplier features of the Partnership?s market-
sensitive instruments, in relation to the Partnership?s Net
Assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership?s
market risk exposures - except for (A) those disclosures that are
<page> statements of historical fact and (B) the descriptions of
how the Partnership manages its primary market risk exposures -
constitute forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities
Exchange Act. The Partnership?s primary market risk exposures, as
well as the strategies used and to be used by Demeter and the
Trading Managers for managing such exposures, are subject to
numerous uncertainties, contingencies and risks, any one of which
could cause the actual results of the Partnership?s risk controls
to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid
markets, the emergence of dominant fundamental factors, political
upheavals, changes in historical price relationships, an influx of
new market participants, increased regulation, and many other
factors could result in material losses, as well as in material
changes to the risk exposures and the risk management strategies of
the Partnership.  Investors must be prepared to lose all or
substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the
Partnership at June 30, 2005, by market sector.  It may be
anticipated, however, that these market exposures will vary
materially over time.

Currency.  The primary market exposure of the Partnership at June
30, 2005 was to the currency sector.  The Partnership?s currency
<page> exposure is to exchange rate fluctuations, primarily
fluctuations which disrupt the historical pricing relationships
between different currencies and currency pairs.  Interest rate
changes, as well as political and general economic conditions
influence these fluctuations. The Partnership?s primary exposure at
June 30, 2005 was to outright U.S. dollar positions.  Outright
positions consist of the U.S. dollar vs. other currencies.  These
other currencies include major and minor currencies.  Demeter does
not anticipate that the risk associated with the Partnership?s
currency trades will change significantly in the future.

Interest Rate.  At June 30, 2005, the Partnership had market
exposure to the global interest sector.  Exposure was primarily
spread across the U.S., European, and Japanese interest rate
sectors.  Interest rate movements directly affect the price of the
sovereign bond futures positions held by the Partnership and
indirectly affect the value of its stock index and currency
positions.  Interest rate movements in one country, as well as
relative interest rate movements between countries, materially
impact the Partnership?s profitability.  The Partnership?s primary
interest rate exposure is generally to interest rate fluctuations
in the U.S. and the other G-7 countries.  However, the Partnership
also takes futures positions in the government debt of smaller
countries - e.g., Australia.  Demeter anticipates that the G-7
countries and Australian interest rates will remain the primary
interest rate exposures of the Partnership for the foreseeable
future.  The speculative futures positions held by the Partnership
<page> may range from short to long-term instruments.
Consequently, changes in short, medium, or long-term interest rates
may have an effect on the Partnership.

Equity.  At June 30, 2005, the Partnership had market exposure to
equity sector.  Exposure was to equity price risk in the G-7
countries.  The stock index futures traded by the Partnership are
by law limited to futures on broadly-based indices.  At June 30,
2005, the Partnership?s primary exposures were to the DAX
(Germany), S&P 500 (U.S.), MIB (Italy), and NIKKEI (Japan) stock
indices. The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the U.S. and European
stock indices.  Static markets would not cause major market
changes, but would make it difficult for the Partnership to avoid
trendless price movements, resulting in numerous small losses.

Commodity.
Energy.  The second largest market exposure of the Partnership
at June 30, 2005 was to the energy sector.  Exposure was
primarily to futures contracts in crude oil and its related
products, and natural gas.  Price movements in these markets
result from geopolitical developments, particularly in the
Middle East, as well as weather patterns and other economic
fundamentals.  Significant profits and losses, which have been
experienced in the past, are expected to continue to be
experienced in the future.  Natural gas has exhibited
volatility in price resulting from weather patterns <page> and
supply and demand factors and will likely continue in this
choppy pattern.

Metals.  At June 30, 2005, the Partnership had market exposure
in the metals sector.  Exposure was to fluctuations in the
price of base metals, such as copper, nickel, aluminum, and
zinc, and precious metals, such as gold.    Economic forces,
supply and demand inequalities, geopolitical factors, and
market expectations influence price movements in these
markets.  The Trading Managers utilize the trading system(s)
to take positions when market opportunities develop, and
Demeter anticipates that the Partnership will continue to do
so.

Soft Commodities and Agriculturals.  At June 30, 2005, the
Partnership had market exposure to the markets that comprise
these sectors.  Most of the exposure was to the coffee, sugar,
cotton, corn, and cocoa markets.  Supply and demand
inequalities, severe weather disruptions, and market
expectations affect price movements in these markets.

Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following was the only non-trading risk exposure of the
Partnership at June 30, 2005:

Foreign Currency Balances.  The Partnership?s primary foreign
currency balances at June 30, 2005 were in Hong Kong dollars,
<page> euros, and Japanese yen.  The Partnership controls the
non-trading risk of foreign currency balances by regularly
converting them back into U.S. dollars upon liquidation of
their respective positions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Managers, separately, attempt to
manage the risk of the Partnership?s open positions in essentially
the same manner in all market categories traded. Demeter attempts
to manage market exposure by diversifying the Partnership?s assets
among different Trading Managers in a multi-manager Partnership,
each of whose strategies focus on different market sectors and
trading approaches, and by monitoring the performance of the
Trading Managers daily. In addition, the Trading Managers establish
diversification guidelines, often set in terms of the maximum
margin to be committed to positions in any one market sector or
market-sensitive instrument.

Demeter monitors and controls the risk of the Partnership?s non-
trading instrument, cash.  Cash is the only Partnership investment
directed by Demeter, rather than the Trading Managers.

Item 4.	CONTROLS AND PROCEDURES
   (a)	As of the end of the period covered by this quarterly
report, the President and Chief Financial Officer of
Demeter, the general partner of the Partnership, have
evaluated the effectiveness of the Partnership?s <page>
disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act), and have
judged such controls and procedures to be effective.

 (b)	There have been no material changes during the period
covered by this quarterly report in the Partnership?s
internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) or in
other factors that could significantly affect these
controls subsequent to the date of their evaluation.




<page> PART II.  OTHER INFORMATION

Item 5.  OTHER INFORMATION

Management.  The following changes have been made to the Board of
Directors and Officers of Demeter:

Mr. Harry Handler and Ms. Shelley Hanan were approved as Directors
of Demeter by the National Futures Association as of May 12, 2005
and June 30, 2005, respectively.

Item 6.  EXHIBITS
3.01	Limited Partnership Agreement of the Partnership, dated
December 7, 1983, as amended as of May 11, 1984, is
incorporated by reference to Exhibit 3.01 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13298).

10.01	Management Agreement among the Partnership, Demeter and
John W. Henry & Company, Inc., dated November 15, 1983, is
incorporated by reference to Exhibit 10.03 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended September 30, 1984 (File No. 0-13298).

10.02	Dean Witter Cornerstone Funds Exchange Agreement, dated as
of May 31, 1984, is incorporated by reference to Exhibit
10.04 of the Partnership?s Annual Report on Form 10-K for
the fiscal year ended September 30, 1984 (File No. 0-
13298).

10.03	Management Agreement among the Partnership, Demeter and
Northfield Trading L.P., dated as of April 16, 1997, is
incorporated by reference to Exhibit 10.03 of the
Partnership?s Annual Report on Form 10-K for the fiscal
year ended December 31, 1997 (File No. 0-13298).

10.04	Amended and Restated Customer Agreement between the
Partnership and Morgan Stanley DW Inc., dated as of June
22, 2000, is incorporated by reference to Exhibit 10.01 of
the Partnership?s Form 8-K (File No. 0-13298) filed with
the Securities and Exchange Commission on November 13,
2001.
<page>
10.05	Commodity Futures Customer Agreement between Morgan Stanley
& Co. Incorporated and the Partnership, and acknowledged
and agreed to by Morgan Stanley DW Inc., dated as of May 1,
2000, is incorporated by reference to Exhibit 10.02 of the
Partnership?s Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on November 13, 2001.

10.06	Customer Agreement between the Partnership and Morgan
Stanley & Co. International Limited, dated as of May 1,
2000, is incorporated by reference to Exhibit 10.04 of the
Partnership?s Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on November 13, 2001.

10.07	Foreign Exchange and Options Master Agreement between
Morgan Stanley & Co. Incorporated and the Partnership,
dated as of April 30, 2000, is incorporated by reference to
Exhibit 10.05 of the Partnership?s Form 8-K (File No. 0-
13298) filed with the Securities and Exchange Commission on
November 13, 2001.

10.08	Amendment to Management Agreement between the Partnership
and John W. Henry & Company, Inc., dated as of November 30,
2000, is incorporated by reference to Exhibit 10.1 of the
Partnership?s Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on January 3, 2001.

10.09	Amendment to Management Agreement between the Partnership
and Northfield Trading L.P., dated as of November 30, 2000,
is incorporated by reference to Exhibit 10.2 of the
Partnership?s Form 8-K (File No. 0-13298) filed with the
Securities and Exchange Commission on January 3, 2001.

10.10	Securities Account Control Agreement among the Partnership,
Morgan Stanley & Co. Incorporated, and Morgan Stanley DW
Inc., dated as of May 1, 2000, is incorporated by reference
to Exhibit 10.03 of the Partnership?s Form 8-K (File No. 0-
13298) filed with the Securities and Exchange Commission on
November 13, 2001.

31.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.



<page>
32.01	Certification of President of Demeter Management
Corporation, the general partner of the Partnership,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

32.02	Certification of Chief Financial Officer of Demeter
Management Corporation, the general partner of the
Partnership, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




















































<page>


SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                        Dean Witter Cornerstone Fund II
                          (Registrant)

                        By: Demeter Management Corporation
                            (General Partner)

August 15, 2005         By: /s/Kevin Perry
                               Kevin Perry
                               Chief Financial Officer







The General Partner which signed the above is the only party
authorized to act for the Registrant.  The Registrant has no
principal executive officer, principal financial officer, controller,
or principal accounting officer and has no Board of Directors.